TRIPLE NET LEASE AGREEMENT

Exhibit 10.33

TRIPLE NET
LEASE AGREEMENT

     THIS LEASE AGREEMENT (“Lease”) executed and effective as of the 1 ^st day of July, 2008 at Mentor, Ohio by and between OSAIR, INC. , having an office at 8500 Station Street, #113, Mentor, Ohio 44060 (hereinafter called “Landlord”), and NORTHEAST OHIO NATURAL GAS COMPANY , having an office at 8500 Station Street, #100, Mentor, Ohio 44060 (hereinafter called “Tenant”).

ARTICLE ONE

LEASE OF DEMISED PREMISES

     Section 1.01 Demised Premises . Landlord, for an in consideration of the rent hereinafter reserved, and for the covenants and agreements hereinafter set forth to be kept, observed and performed by Tenant, has granted, demised and leased and by these presents does hereby lease unto Tenant the following described premises, to-wit: 8500 Station Street, #100, Mentor, Ohio 44060 containing approximately 2,997 square feet (the “Demised Premises”).

     Section 1.02 Term . Tenant shall have and hold the Demised Premises for a term commencing as of July 1, 2008 (the “Commencement Date”), and expiring on June 30, 2023.

ARTICLE TWO

USE OF DEMISED PREMISES

     Section 2.01 Use of Demised Premises . Tenant covenants and agrees that the Demised Premises during the term hereof shall be occupied and used in compliance with governmental permitted uses only.

     Section 2.02 Compliance . Tenant shall observe and comply with all conditions and requirements imposed by all governmental authorities having jurisdiction over the Demised Premises throughout the term of this Lease.

ARTICLE THREE

ANNUAL RENT

     Section 3.01 Amounts . Tenant covenants and agrees to pay to Landlord, promptly when due, without notice or demand and without deduction or setoff for any reason whatsoever, “Annual Rent” for the Demised Premises during the term of this Lease in the amount of Twenty-Four Thousand Dollars ($24,000) per year for each year of the term of this Lease, payable in

monthly installments of Two Thousand Dollars ($2,000) each; provided, however, that the Annual Rent shall be incurred each five (5) years following the Commencement Date (the “Rental Adjustment Dates”) by the percentage increase in the United States Department Commerce Index: all items for Cleveland, Ohio (“CPI”) which shall have occurred between the Commencement Date and each Rental Adjustment Date.

     Section 3.02 Payment of Rent . The Annual Rent shall be payable in equal monthly installments, in advance, on the first day of each month of each year during the term of this Lease. All installments of Annual Rent which Tenant is required to pay under Section 3.01 hereof, as well as all other amounts payable by Tenant to Landlord under the terms of this Lease, shall be paid at the office of Landlord as set forth above, or at such other place as Landlord shall from time to time designate by written notice to Tenant, in lawful money of the United States of America.

     Section 3.03 Net Annual Rent . Tenant agrees that the Annual Rent provided for in Section 3.01 hereof shall be an absolutely net return to Landlord throughout the term of this Lease, free of any expense, charge or other deduction whatsoever, with respect to the Demised Premises.

ARTICLE FOUR

ADDITIONAL RENTAL

     Section 4.01 Other Amounts as Additional Rental . In addition to the Annual Rent provided for in Article Three, Tenant shall also pay without notice of demand and without abatement, reduction or setoff, as and toward “Additional Rental” hereunder, its percentage share of all real estate taxes, insurance costs and common area maintenance charges attributable to the real property where the Demised Premises is located, along with all other sums of money required to be paid by Tenant under the terms of this Lease. In the event of any non-payment by Tenant of all or any part thereof, when due, Landlord shall have all of the rights and remedies provided for in this Lease, or by law, for the non-payment of rent or for the breach of this Lease.

     Section 4.02 Prime Interest Rate Definition . The term “Prime Interest Rate” shall mean the lowest interest rate from time to time charged by National City Bank (“NCB”) (or its successor bank), Cleveland, Ohio, to its largest and most creditworthy customers on unsecured loans and ninety (90) days or less and announced by NCB as its “prime interest rate”, and such Prime Interest Rate shall be changed as of and effective on the same date that NCB (or its successor bank) changes its announced prime interest rate as aforesaid.

     Section 4.03 Interest . Any and all amounts which become due and payable to Landlord under this Lease, whether deemed to be Annual Rentals, Additional Rent or otherwise hereunder, shall bear interest at the rate of three percent (3%) per annum in excess of the Prime Interest Rate, as that term is hereinabove defined, from the date or dates such amount shall become due and payable until the date or dates of payment by Tenant.

     Section 4.04 Late Charges . If any monthly installment of Annual Rent is not paid within ten (10) days of its due date, Tenant shall be assessed a late charge equal to five percent (5%) of the overdue monthly installment of Annual Rent.

ARTICLE FIVE

TAXES AND OTHER CHARGES

     Section 5.01 Subject only to those other sections of this Lease which specifically limited Tenant’s obligations, Tenant agrees that it will pay and discharge, or cause to be paid and discharged, punctually as and when the same shall become due and payable without penalty, all personal property taxes, privilege taxes, excise taxes, business and occupation taxes, gross sales taxes, and occupation license taxes, and all other governmental impositions and charges of every kind and nature whatsoever, whether or not now customary or within the contemplation of the parties hereto and regardless of whether they unforeseen or foreseen, or similar or dissimilar to any of he foregoing, (collectively “Tax or Taxes”) which are due and payable for any period of time during the term of this Lease and which:

Nothing contained in this Lease shall require Tenant to pay any franchise, estate, inheritance, succession or transfer tax of Landlord, or any income, excess profits or revenue tax or any other tax, assessment, charge or levy upon the amounts payable by Tenant under this Lease; provided, however, that it at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term of this Leases hall be altered so that in lieu of any Tax under this Section 5.01 there shall be levied, assessed and imposed, a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the rents received herefrom, or a license fee measured by the rent payable by Tenant under this Lease, then in either of such events all such taxes, assessments, levies, impositions or charges or the part thereof so measured or based, shall be deemed to be included within the term “Tax” for the purposes hereof, to the extent that such Tax would be payable if the Demised Premises were the only property of Landlord subject to the Tax, and Tenant shall pay and discharge the same as herein provided in respect to the payment of Taxes.

     Section 5.02 Taxes After Termination . Any Tax relating to a fiscal period of the taxing authority, a party of which is within the term of this Lease and a part of which is subsequent to the term of this Lease, shall, whether or not such Tax shall be assessed, levied, imposed or become a lien upon the Demised Premises or upon the buildings and improvements comprising the Demised Premises, or shall become payable during the term of this Lease, be apportioned and adjusted and paid between Landlord and Tenant as of the sated date of expiration of the term of this Lease, so that Landlord shall pay the proportion of such Tax which that part of such fiscal period included in the period of time after the expiration of the term of this Lease bears to such fiscal period, and Tenant shall pay the remainder thereof. With respect to any Tax for public improvements or benefits which by law is payable, or at the option of the taxpayer may be paid, in installments, Landlord shall pay the installments thereof which become due payable subsequent to this expiration of the terms of this Lease, and Tenant shall pay all such installments which become due and payable at any time during the term of this Lease, even if payment is postponed beyond the end of the term of this Lease by Tenant.

     Section 5.03 Percentage of Real Estate Taxes . Tenant shall pay to Landlord within ten (10) days of billing, Tenant’s share of the Real Estate Taxes and/or public improvement assessments due on the real property based upon Tenant’s percentage of the square footage occupied by Tenant within the building where the Demised Premises is located. Tenant acknowledges that its percentage share of all Real Estate Taxes and/or assessments is .055%.

     Section 5.04 Right to Contest Taxes . Tenant shall not have the right to file a complaint or otherwise contest the amount of Taxes due as determined by any governmental authority having jurisdiction without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed.

     Section 5.05 Non-Metered Utilities . Any utilities that are not separately metered as to the Demised Premises shall be the sole obligation of the Landlord, and shall be paid by the Land in consideration of the Rentals paid by Tenant under this Lease.

ARTICLE SIX

INSURANCE

     Section 6.01 Percentage of Insurance Costs . Tenant shall pay to Landlord within ten (10) days of billing, Tenant’s share of all of Landlord’s insurance costs for the Demised Premises based upon Tenant’s percentage of the square footage occupied by Tenant within the Demised Premises. Tenant acknowledges that its percentage of share of all insurance costs is         .055%.

     Section 6.02 Liability Insurance . At all times during the term of this Lease at its own cost and expense, Tenant shall provide and keep in force comprehensive general liability insurance policies, in broad form, protecting Tenant, Landlord, and any mortgagees as additional insureds, against any and all liability in the amount not less than a combines single limited of One Million Dollars ($1,000,000). All such polices shall cover the entire Demised Premises.

     Section 6.03 Other Insurance . Tenant may obtain any other additional insurance which Tenant may desire at its own costs and expense, including but not limited to business interruption insurance and insurance coverage on its inventory and personal property.

     Section 6.04 Landlord and Mortgagees Named as Insureds . All such insurance to be provided by Tenant under this Article Six shall name Tenant and Landlord as insureds and, at the option of Landlord, any other parties requested by Landlord as additional Insured, all as their respective interests may appear.

     Section 6.05 Mutual Waiver of Subrogation . Notwithstanding anything set forth in this Lease, to the contrary, Landlord and Tenant do hereby waive any and all right or recovery, claims, action or cause of action against the other, their respective agents, officers and employees for any loss or damage that may occur to the Demised Premises or any addition or improvements thereto, by reason of fire, the elements or any other cause which could be insured against under the terms of a standard fire and extended coverage insurance policy or policies, with vandalism, malicious mischief and all-risk coverage and business interruption insurance or for which Landlord or Tenant may be reimbursed as a result of insurance coverage affecting any loss suffered by either party hereto, regardless of cause or origin, including the negligence of Landlord or Tenant or their respective agents, officers and employees. In addition, all insurance policies carried by either party covering the Demised Premises including, but not limited to, contents, fire and casualty insurance, shall expressly waiver any right on the part of the insurer against the other party for damage to or destruction of the Demised Premises resulting from the acts, omissions or negligence of the other party.

ARTICLE SEVEN

APPLICABLE LAWS AND REGULATIONS

     Section 7.01 Compliance with Laws . During the term of this Lease, Tenant shall, at its own costs and expense, promptly observe and comply with all present and future laws, ordinances, requirements, order, directives, rules and regulations of the federal, state, county and municipal governments and of all other governmental authorities affecting the Demised Premises or appurtenances thereto or any part thereof, whether the same are in force at the commencement of the term of this Lease or may in the future be passed, enacted or directed, and Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims and demands, that may in any manner arise out of or be imposed because of the failure of Tenant to comply with the covenants of this Article Seven.

     Section 7.02 Right of Contest . Subject to the rights of the lender under any mortgage encumbering he Demised Premises, Tenant shall have the right to contest by appropriate legal proceedings diligently conducted in good faith, in the name of Tenant, or Landlord (if legally required), or both (if legally required), without cost or expense to Landlord, the validity or application of any law, ordinance, rule, regulation or requirement of the nature referred to in Section 7.01 hereof and, if by the terms of any such law, ordinance, order, rule, regulation or requirement, compliance therewith may legally be delayed pending the prosecution of any such proceeding, Tenant may delay compliance therewith until the final determination of such contest.

     Section 7.03 Compliance with Covenants . Tenant shall, at its sole cost and expense, faithfully observe and comply with all covenants, conditions and restrictions to which the Demised Premises are now or hereafter subject.

     Section 7.04 Tenant’s Indemnity Regarding Hazardous Use . Tenant agrees to indemnify, defend and hold harmless Landlord for all costs and expenses due to events relating to Tenant’s use, shipment, storage, disposal or discharge of hazardous or toxic materials or wastes, hazardous or toxic substances, solid wastes, waste water, or process water in, on or about the Demised Premises that may result in any requirements, liability or claims to remedy and/or clean-up such wastes, toxins or substances, whether based upon a statute, regulation, order of a governmental agency, or a private claim. These requirements include, but are not limited to, those claims or liabilities arising out of the Clean Air Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, the Safe Drinking Water Act, and the state counterparts of such statutes. This indemnification applies to, but is not limited to, claims or liability regarding air pollution, water pollution, land pollution, groundwater pollution, solid and hazardous waste management and toxic or hazardous substances control. This indemnification will survive the termination of this Lease.

ARTICLE EIGHT

REPAIRS, MAINTENANCE, AND LANDLORD REPAIR REIMBURSEMENTS

     Section 8.01 Obligations . Tenant has examined and inspected the Demised Premises, is satisfied with the physical condition of same and accepts same in its present “as is” physical condition. Throughout the term of this Lease, Tenant covenants and agrees to keep and maintain all portions of the Demised Premises which it occupies in good order, condition and repair and to promptly make all repairs or replacements becoming necessary during the term of the Lease. Other than those obligations of the Tenant, Landlord shall perform all other repairs and maintenance for the Building in which the Demised Premises is located, including but not limited to the exterior, structural, roof, parking lot, landscaping, and snow removal; provided, however, that Landlord’s repair maintenance costs shall be charged to the Tenant. Tenant shall be charged its share based upon the percentage of the square footage occupied by Tenant. Tenant acknowledges that its percentage share of all Landlord reimbursements is .055%.

ARTICLE NINE

PUBLIC UTILITIES AND SERVICES

     Tenant agrees to pay or cause to be paid all charges for separately metered and/or separately billed by third party suppliers for all gas, water, sewer, electricity, light, heat, power, steam, air-conditioning, telephone or other communication service or other utility or service used, rendered or supplied to, upon or in connection with the Demised Premises or Tenant’s occupation and use thereof throughout the term of this Lease, and to indemnity, defend and save harmless Landlord from and against any liability, costs, expenses, claims or damages on such

account. Tenant shall also, at its sole cost and expense, procure or cause to be procured any and all necessary permits, licenses or other authorizations required fro the lawful and proper use, occupation, operation and management of the Demised Premises.

ARTICLE TEN

ALTERATIONS

     Tenant agrees that it will not (a) demolish or undertake any structural alterations of any of the buildings or other improvements erected upon or otherwise comprising the Demised Premises, without the prior written consent of Landlord or (b) make any other alterations which would change the character of the buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the structural aspects of integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises.

     With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (a) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of such alterations, not thereby and (e) by reason of such alterations, not thereby reduce the economic value of the Demised Premises.

     All alterations, improvements and additions to the Demised Premises permitted to be made by Tenant hereunder, shall be made in accordance with all applicable laws and plans and specifications previously submitted to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld or delayed, and, except for removable trade fixtures, shall at once when made or installed be deemed to have attached to the freehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted.

     In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaki